LEVELJUMP
HEALTHCARE CORP.
Leveljump to Acquire Telehospital
Corp.
Toronto, ON,
Canada -- November 16, 2021 -- InvestorsHub NewsWire
-- Leveljump
Healthcare Corp. (TSXV: JUMP) (OTCQB: JMPHF) (FSE: 75J) ("Leveljump" or the
"Company"), a Canadian leader in B2B telehealth solutions,
is pleased to
announce that further to its
press release dated October 1st it has signed a definitive
agreement to acquire a mid-west U.S. based telehealth business
Telehospital Corp. ("Telehospital"), from certain private U.S.
vendors.
The proposed purchase price is
approximately US$7.13 million which will be paid to the vendors as
follows: (a) US$100,000 is to be paid as a cash deposit upon the
signing of definitive agreements; (b) US$4.9 million cash on
closing, with $1 million of this amount held in escrow for 24
months; (c) the Company will issue on closing to the vendors a
three year US$500,000 5% note which is convertible into common
shares of the Company at the rate of C$0.25 per common share; and
(d) the Company will issue 4 million common shares to the vendors
at a price of C$0.20 per share to be released to the vendors at the
rate of 25% on closing and 25% on each of the 6th,
12th
and 18th
month after closing. In addition, a
bonus payment of US$1,000,000 will be payable if revenues of the
business meet certain gross revenue targets within 36 months. The
Company has also agreed to invest US$1,000,000 for expansion
capital into Telehospital within 60 days of Telehospital developing
a new expansion plan following the acquisition closing.
Key personnel of Telehospital will
be required to enter into exclusive three-year employment
agreements to remain and build the telehealth business.
Closing is targeted for the end of
January 2022. Closing will be subject to a number of conditions
including, but not limited to, required regulatory approvals
including the TSX Venture Exchange, satisfactory due diligence and
obtaining financing to fund the cash balance of the purchase
price.
Through its patented technology and
telehealth services, Telehospital and its affiliate telehealth
provider have grown their client base to over 20 facilities and
physician practices with annual revenues for 2021 approaching US$6
million and EBITDA of almost $1 million. 2020 revenues were
US$4,716,416 with a net income of US$711,042. Telehospital and its
affiliate telehealth provider have US$2,130,940 in assets and
US$1,485,860 in liabilities as at December 31, 2020.
Telehospital is located in the U.S.
mid-west and has been in operation for seven years. Telehospital
and its affiliate telehealth provider are focused on remote medical
care, particularly for rural and underserviced communities. The
hospitals and patients in these rural communities often are left
without access to specialists and in some cases do not have access
to 24-hour emergency care.
Telehospital has created its own
examination cart and peripherals that can be easily utilized by
onsite staff to provide real time data to remote hospitalists and
subspecialists for ER or hospital patients. In many cases, a
general GP, ER doctor, or nurse will utilize the company's
affiliated medical specialists while treating the
patient.
In addition to continued growth in
its home state, Leveljump believes it can expand Telehospital
services to nearby states. There is also a need for teleradiology
amongst Telehospital and its telehealth affiliates' clients that
can be met by Leveljump's CTS subsidiary allowing for immediate
synergies and revenue growth once the acquisition is
closed.
"This acquisition will assist
Leveljump Healthcare grow its core business of providing a complete
array of telehealth solutions, with a focus on underserviced
communities," said Mitch Geisler, CEO. "Expansion into the U.S., along with the patent
technology, is part of our strategic growth strategy and belief in
the resources we have to grow Telehospital into a leading national
brand."
Any securities issued in connection
with this transaction will be subject to regulatory hold periods of
not less than four months and one day from the date of
issue.
About Leveljump
Healthcare
Leveljump Healthcare Corp.,
(TSXV: JUMP) (OTCQB: JMPHF) (FSE: 75J) is a healthcare
company with a focus on profitable telehealth solutions as well as
primary care services in radiology. The Company's subsidiary, CTS,
provides off-site radiology readings for hospital emergency rooms
and is a leader in the teleradiology space in Ontario. As part of
our growth strategy, we are acquiring healthcare companies that
have strong revenue and cash flow, with room for organic
growth.
ON BEHALF OF
THE BOARD OF DIRECTORS OF
LEVELJUMP
HEALTHCARE CORP.
Mitchell Geisler, Chief Executive
Officer
info@leveljumphealthcare.com
(833) 840-2020
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release
contains "forward-looking information" within the meaning of
applicable securities laws relating to the Company's business plans
and the outlook of the Company's industry. Although the Company
believes, in light of the experience of its officers and directors,
current conditions and expected future developments and other
factors that have been considered appropriate, that the
expectations reflected in this forward-looking information are
reasonable, undue reliance should not be placed on them because the
Company can give no assurance that they will prove to be correct.
Actual results and developments may differ materially from those
contemplated by these statements. The statements in this press
release are made as of the date of this release and the Company
assumes no responsibility to update them or revise them to reflect
new events or circumstances other than as required by applicable
securities laws. The Company undertakes no obligation to comment on
analyses, expectations or statements made by third parties in
respect of the Company, Canadian Teleradiology Services, Inc.,
their securities, or their respective financial or operating
results (as applicable).
Neither
the Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the Exchange) accepts responsibility for
the adequacy or accuracy of this release.
The securities being offered have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any U.S. state securities
laws, and may not be offered or sold in the United States or to, or
for the account or benefit of, United States persons absent
registration or an applicable exemption from the registration
requirements of the U.S. Securities Act and applicable U.S. state
securities laws. This press release does not constitute an offer to
sell or the solicitation of an offer to buy securities in the
United States, nor in any other jurisdiction.